Minimum Purchase Obligations. 7.3.1 Disetronic shall purchase no less than the Minimum Purchase Obligations for sale in the European Territory in each calendar year; provided, Disetronic's obligation to purchase such amounts shall not commence until the earlier of (a) Disetronic obtaining National Registrations in ***. In the event Disetronic does not obtain such -14- Initials: ____ ____ *** CONFIDENTIAL TREATMENT REQUESTED National Registrations until *** Disetronic's Minimum Purchase Obligations for year 2001 shall be *** (e.g. if such National Registrations are not obtained until ***, Disetronic shall only be obligated to purchase *** in 2001). *** of the Minimum Purchase Obligations shall be purchased in the first six months of the calendar year.
7.3.2 Disetronic and TheraSense agree to renegotiate the Minimum Purchase Obligations in the event that (i) Disetronic sells less than *** of the amount of *** in the European Territory in any year, and (ii) such sales shortfall is primarily attributable to TheraSense alone (e.g., inability to deliver FreeStyle Product to Disetronic for more than 30 days with no fault attributable to Disetronic, or a product recall due to a product defect) or due to a fundamental technological, regulatory or economic change in market conditions beyond the reasonable control of Disetronic (e.g., cessation of reimbursement by appropriate agencies in countries within the European Territory).
7.3.3 Disetronic and TheraSense agree that in the event that IVD-CE xxxx for FreeStyle Products is not obtained by *** the time period for achieving the Minimum Purchase Obligations set forth in Exhibit C for 2001 will be extended by the number of days between June 30, 2001 and the date on which TheraSense obtains the IVD-CE xxxx for FreeStyle Products, and that the dates for meeting the Minimum Purchase Obligations set forth in Exhibit C for years 2002 - 2005 shall be extended accordingly. For example, in the event that TheraSense obtains the IVD-CE xxxx on *** then Disetronic shall be obligated to purchase *** strips during the period between *** and ***; *** strips during the period between *** and ***; *** strips during the period between *** and ***; etc. In the event that IVD-CE xxxx for FreeStyle Products is not obtained by *** then Disetronic and TheraSence agree to ***.
7.3.4 Without limiting the foregoing, within *** from the end of a calendar year, TheraSense shall give Disetronic notice of any failure by Disetronic to meet Minimum Purchase Obligations in such ...
Minimum Purchase Obligations. Distributor hereby undertakes to purchase and take actual delivery of the following minimum amounts, in each of the 3 years specified below, as its Annual Purchases. The following are the Minimum Purchase Obligations by the Distributor:
5.1 At least 10 (ten) units in the first year following the effective date of this Agreement, of which is no less 5 (five) units shall be ordered for delivery within the first half of the said year.
5.2 At least 17 (Seventeen) units in the second year following the effective date of this Agreement, of which no less than 8 (eight) units shall be ordered for delivery within the first half of the said year.
5.3 At 22(Twenty two) units in the third year following effective date of this Agreement of which no less than 11 (Eleven) units shall be ordered for delivery within the first half of said year.
5.4 With regard to the first year of this Agreement, Distributor shall place its written order within 15 (fifteen) days following the effective date of this Agreement. With regard to all subsequent years, the orders shall be received no later than the 60th day prior to the upcoming quarter.
5.5 Distributor shall forward, together with each written order, an irrevocable letter of credit in the amount of the order ("Letter of Credit") or Pre Paid of 50% (fifty) of the total sum on date of order and the balance will be pay before the delivery date.
5.6 It is explicitly agreed between the parties that, in the event Distributor does not meet all or any one of its Minimum Purchase Obligations, it shall be a material breach of this Agreement and MCM shall have the absolute right, at its sole discretion, to terminate this Agreement by giving a thirty (30) days prior written notice to Distributor. If the Agreement is so terminated, no sums or other form of compensation shall be due to MCM from Distributor by reason of Distributor failure to meet its Minimum Purchase Obligations. Distributor shall provide MCM, on a quarterly basis, and no later than the seventh day of each quarter with a detailed written report of all sales of Equipment and installations made by the Distributor in the Territory. Such report shall include the following: (i) the name, address and telephone number of the purchaser of the Equipment;(ii) date of sale; (iii) exact location of the Equipment in the purchaser's premises; (iv) names of the contact persons for sales and technical support; and (v) the serial number of the Equipment. In addition such report shall include ...
Minimum Purchase Obligations. CLIENT shall order no less than ninety percent (90%) of its annual global requirements for Products from LWI in accordance with the terms of this Agreement (the “Minimum Purchase Obligation”). The Minimum Purchase Obligation shall apply to all Products required by CLIENT in any year during the Term, except those Products specifically excluded under Section 4.4.2 below. By way of illustration, the Minimum Purchase Obligation shall include Products for use in (i) any End Use Product in Phase II-B clinical trials or later (including, without limitation, Products in clinical trials for non-small cell lung cancer indications) and (ii) any End Use Product approved for commercial sale.
Minimum Purchase Obligations. In the event (i) of the termination of this Agreement pursuant to Section 11.2(b) (Material Breach by Replidyne) or Section 11.2(d) (Bankruptcy Event for Replidyne) or Section 11.2(h) (Abandonment of Development or Commercialization) or in the event of the termination of this Agreement caused by the termination of the License Agreement due to the material breach or bankruptcy event of Replidyne, but not in the event of any other termination or the expiration of this Agreement, and (ii) that the Launch Go Date has occurred (but only if the Launch Go Date has occurred), Replidyne shall pay Nisso, at Replidyne’s election, either:
(A) within sixty (60) days after the effective date of termination of this Agreement, an amount equal to the net present value (using as the discount factor the rate that is one and half percent (1.5%) per annum above the 30 day U.S. Dollar LIBOR rate, as published in The Financial Times for the effective date of termination, compounded) of an amount equal to [ *** ] percent ([ *** ]%) of the aggregate Purchase Price pursuant to Article 5 for the applicable minimum purchase quantities of Drug Substance which Replidyne has failed to purchase as required by Section 3.2 (Minimum Purchase Quantities) for the Three Year Period, the applicable calendar year in the Five Year Period or the then-current Remaining Term Year (but not thereafter), whichever is applicable (for clarity, the period that is applicable is only the period in which such termination occurs, and not prior or subsequent periods); or
(B) on an annual basis, after the effective date of termination of this Agreement, by March 1st of each such year, the amount of the compensation due to Supplier pursuant to Section 5.8 (Compensation to Supplier) hereof; to the extent not already compensated by Replidyne, and for such minimum purchase quantities, if any, which have not been purchased by Replidyne as of the effective date of termination or will not be purchased by Replidyne pursuant to
Minimum Purchase Obligations. 7.1 Each calendar year (each, a “Measurement Year”), CBAI will purchase from Kona at least an amount of Product equal to: (i) 70 percent of the number of PCEs of Product distributed by CBAI in the Territory during the calendar year prior to the Measurement Year; minus (ii) the number of PCEs of Product manufactured and distributed by CBAI during the Measurement Year for distribution in the Territory pursuant to one or more license brewing arrangements with Kona (the “Minimum Purchase Obligation”).
7.2 If CBAI does not purchase the Minimum Purchase Obligation, then CBAI must pay Kona $1.00 per PCE for the number of PCEs by which actual purchases during the Measurement Year fell short of the Minimum Purchase Obligation. The first test of the Minimum Purchase Obligation will be conducted in January of 2010, for the 2009 Measurement Year.
7.3 If a period for which the Minimum Purchase Obligation is calculated is less than a full calendar year, then the Minimum Purchase Obligation for such period shall be prorated based on the number of days in such period relative to the number of days in such calendar year.
Minimum Purchase Obligations. 4.1 Minimum Purchase Volume. -----------------------
(a) Except as set forth herein, during the term of this Agreement, for each of the six (6) years commencing with the first full calendar year following receipt of CE marking, a U.S. PMA or Japanese regulatory approval for the Product in the applicable region, Howmedica shall issue binding purchase orders for scheduled deliveries of the minimum volume of Product in each region as set forth in Exhibit C hereof. ---------
(b) If Howmedica does not meet the minimum purchase obligation for any region in any year as set forth in Exhibit C, then by the end of such year, --------- Howmedica shall pay Orthovita an amount equal to XXXX% of the amount obtained by multiplying Howmedica's weighted average selling price of the Product by the shortfall in the volume of Product purchased by Howmedica in such region.
Minimum Purchase Obligations. The Exiting Participants will not have any take-or-pay or minimum purchase obligations under the CSA; provided, however, the Exiting Participants must comply with the dispatch requirements described in Section 5.6.
Minimum Purchase Obligations. Each order shall not be less than one full skid 36 (thirty six) cases of the Product. EP shall purchase Product equal to or more than the sales goals as outlined in Exhibit B.
Minimum Purchase Obligations. In order to maintain its exclusivity in the Territory, shall in addition to the initial purchase provided in section 6(a) herein above, place firm purchase orders with Beerco, during the following time periods, for Products whose prices total at least the following amounts:
(1) during the first month period following the Date Hereof - an amount no less than $ .
(2) during the second month period following the Date Hereof - an amount no less than $ .
(3) during the third month period following the Date Hereof - an amount no less than $ .
(4) during the fourth month period following the Date Hereof, and for each month period thereafter, during the remaining term of this Agreement - an amount no less than .
Minimum Purchase Obligations. In order to maintain its exclusivity in the Territory, Distributor shall, in addition to the initial purchase provided in Section 6(a) above, place firm purchase orders with Manufacturer, during the term of this Agreement as follows:
